NACCO Industries/Alred M. Rankin, et al SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13 )1
(Name of Issuer)
Class A Common Stock, par value $1.00 per share
(Title of Class of Securities)
(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive
Cleveland, Ohio 44124-4017
(216) 449-9600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 26 Pages)
1 The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. |
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629579 10 3 |
Schedule 13D/A |
Page |
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2 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
Alfred M. Rankin, Jr. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) x |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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OO -- See Item 3. |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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122,073 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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646,139 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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122,073 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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646,139 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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768,212 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.6% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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629579 10 3 |
Schedule 13D/A |
Page |
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3 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
Thomas T. Rankin |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) o |
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(b) x |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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OO -- See Item 3. |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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55,327 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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457,054 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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55,327 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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457,054 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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512,381 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.7% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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629579 10 3 |
Schedule 13D/A |
Page |
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4 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
Claiborne R. Rankin |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) x |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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OO -- See Item 3. |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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35,086 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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472,336 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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35,086 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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472,336 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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507,422 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.7% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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629579 10 03 |
Schedule 13D/A |
Page |
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5 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
Roger F. Rankin |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) x |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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OO -- See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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75,210 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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450,110 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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75,210 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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450,110 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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525,320 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.9% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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629579 10 3 |
Schedule 13D/A |
Page |
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6 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
Bruce T. Rankin |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) x |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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OO -- See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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443,567 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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443,567 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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629579 10 3 |
Schedule 13D/A |
Page |
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7 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
John C. Butler, Jr. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) x |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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OO - See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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12,379 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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38,440 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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12,379 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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376,735 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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389,114 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.9% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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629579 10 3 |
Schedule 13D/A |
Page |
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8 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
Matthew M. Rankin |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) x |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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OO - See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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3,500 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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10,587 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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3,500 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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348,882 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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352,382 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.3% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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629579 10 3 |
Schedule 13D/A |
Page |
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9 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
James T. Rankin |
| |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
|
(b) x |
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3 |
|
SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS* |
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|
OO - See Item 3 |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
|
o |
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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7 |
|
SOLE VOTING POWER |
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NUMBER OF |
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11,461 |
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
11,461 |
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
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338,295 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
|
349,756 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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|
o
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.3% |
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14 |
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TYPE OF REPORTING PERSON* |
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|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
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10 |
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of |
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26 |
Pages |
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1 |
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NAMES OF REPORTING PERSONS
Alison A. Rankin |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
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|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO - See Item 3 |
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|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
USA
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|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
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6,543 |
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|
|
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
75,210 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
6,543 |
|
|
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
518,777 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
525,320 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
7.9% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
11 |
|
of |
|
26 |
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Victoire G. Rankin |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3. |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
20,284 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
304,361 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
20,284 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
747,928 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
768,212 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
11.6% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
12 |
|
of |
|
26 |
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Corbin K. Rankin |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) x |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3. |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
2,900 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
65,914 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
2,900 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
509,481 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
512,381 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
7.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
13 |
|
of |
|
26 |
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Chloe O. Rankin |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3 |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
6,295 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
57,560 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
6,295 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
501,127 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
507,422 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
7.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
14 |
|
of |
|
26 |
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
David B. Williams |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3 |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
1,375 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
39,815 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
1,375 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
378,110 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
379,485 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
5.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
15 |
|
of |
|
26 |
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Clara Rankin Williams |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3 |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
1,375 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
39,815 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
1,375 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
378,110 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
379,485 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
5.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
16 |
|
of |
|
26 |
|
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Elizabeth B. Rankin |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3 |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
14,087 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
352,382 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
352,382 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
5.3% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
17 |
|
of |
|
26 |
|
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Claiborne R. Rankin, Jr. |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3. |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
7,500 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
345,795 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
345,795 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
5.2% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
18 |
|
of |
|
26 |
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Helen R. Butler |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3. |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
50,819 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
389,114 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
389,114 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
5.9% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
629579 10 3 |
Schedule 13D/A |
Page |
|
19 |
|
of |
|
26 |
Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Julia L. Rankin |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) x |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS* |
|
|
|
OO -- See Item 3. |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
4,850 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
343,145 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
343,145 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
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5.2% |
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14 |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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629579 10 3 |
Schedule 13D/A |
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This Amendment No. 13 to Schedule 13D (this Amendment No. 13) is hereby filed to update
and supplement certain information with respect to the shares of Class A Common Stock (the Class A
Common) of NACCO Industries, Inc. (the Company) held by Rankin Associates II, L.P., a Delaware
limited partnership (the Partnership) that appeared in the Schedule 13D on February 18, 1998 (the
Initial Filing), as amended on March 30, 1998 (the Amendment No. 1), as amended on April 9,
1998 (the Amendment No. 2), as amended on January 11, 1999 (the Amendment No. 3), as amended on
May 14, 1999 (the Amendment No. 4), as amended on November 13, 2000 (the Amendment No. 5), as
amended on February 14, 2001 (the Amendment No. 6), as amended on January 10, 2002 (the
Amendment No. 7), as amended on October 31, 2002 (the Amendment No. 8), as amended on January
9, 2003 (the Amendment No. 9), as amended on April 24, 2003 (the Amendment No. 10), as amended
on February 17, 2004 (the Amendment No. 11) and as amended on February 15, 2005 (the Amendment
No. 12) (collectively, the Filings). This Amendment No. 13 (a) updates certain information with
respect to certain Reporting Persons under the Filings and (b) reflects the acquisitions and/or
dispositions of shares of Class A Common by certain Reporting Persons. Capitalized terms used
herein but not defined herein have the meanings assigned to them in the Filings.
Item 2. Identity and Background.
(a) (c) Item 2 of the Filings is hereby amended as follows:
The statements under the heading James T. Rankin, which appear in the Filings, are hereby
deleted and replaced in their entirety by the following:
James T. Rankin. James T. Rankins business address is 1731 Commerce Drive, Suite 120,
Atlanta, Georgia 30318. He is employed by King Commercial Properties.
The statements under the heading Claiborne R. Rankin, Jr., which appear in the filings, are
hereby deleted and replaced in their entirety by the following:
Claiborne R. Rankin, Jr. Mr. Rankins business address is 180 N. LaSalle Street, Suite 3000,
Chicago, Illinois 60601. He is a Credit Analyst with Property Assessment Advisors.
The statements under the heading Julia L. Rankin, which appear in the filings, are hereby
deleted and replaced in their entirety by the following:
Julia L. Rankin. Ms. Rankins business address is 800 F Street NW, Washington, DC 20004. She
is a Marketing Promotions Manager with International Spy Museum.
Item 5. Interest in Securities of the Issuer.
(a) (b) The first paragraph under the heading Item 5. Interest in Securities of the
Issuer in the Filings is hereby deleted and replaced in its entirety by the following:
Pursuant to the Act and the regulations thereunder the Reporting Persons may be deemed as a
group to beneficially own 338,295 shares of Class A Common, the aggregate number of shares of Class
A Common which are held by the Partnership, representing approximately 5.1% of the outstanding
Class A Common as of December 31, 2005.
The sixth paragraph under the heading Item 5. Interest in Securities of the Issuer in the
Filings reporting the beneficial ownership of Class A Common by Alfred M. Rankin, Jr., is hereby
deleted and replaced in its entirety by the following:
Alfred M. Rankin, Jr. Mr. Rankin (a) shares with National City Bank, a national banking
association (NCB), the power to vote and dispose of 2,000 shares of Class A Common pursuant to an
agreement with his mother (Clara L. T. Rankin), creating a charitable trust for 20 years and then
for the benefit of her grandchildren; (b) shares with his mother the power to vote and dispose of
32,800 shares of Class A Common pursuant to an agreement with his mother, creating a trust for the
benefit of her grandchildren; (c) shares with NCB the power to vote and dispose of 26,608 shares of
Class A
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Common held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.s
grandchildren; (d) shares with his daughter (Helen R. Butler) the power to vote and dispose of
38,440 shares of Class A Common held in trust for the benefit of that daughter; (e) shares with
another daughter (Clara R. Williams) the power to vote and dispose of 38,440 shares of Class A
Common held in trust for the benefit of that daughter; (f) shares with Rankin Management, Inc. and
the other Reporting Persons the power to dispose of 338,295 shares of
Class A Common held by the Partnership; (g) shares with the other partners of Rankin Associates IV, L.P., a
Delaware limited partnership (Rankin IV) the power to vote and dispose of 105,272 shares of Class
A Common held by Rankin IV; (h) has the sole power to vote and dispose of 108,073 shares of Class A
Common under the Alfred Rankin Trust, with himself as trustee and for his benefit; (i) shares with
NCB the power to vote and dispose of 30,000 shares of Class A Common held in a revocable trust for
the benefit of his mother; (j) has the sole power to vote and dispose of 14,000 shares of Class A
Common held in an individual retirement account, (k) shares with his mother the power to vote and
dispose of 14,000 shares of Class A Common held in trust for the benefit of his mother; (l) and is
deemed to share with his spouse (Victoire Rankin) the power to vote and dispose of 20,284 shares of
Class A Common owned by his spouse. Collectively, the 768,212 shares of Class A Common beneficially
owned by Mr. Rankin constitute approximately 11.6% of the Class A Common outstanding as of December
31, 2005.
The seventh paragraph under the heading Item 5. Interest in Securities of the Issuer in the
Filings reporting the beneficial ownership of Class A Common by Thomas T. Rankin, is hereby deleted
and replaced in its entirety by the following:
Thomas T. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 55,327 shares of Class
A Common under the Thomas Rankin Trust; (b) is deemed to share with his spouse (Corbin K. Rankin)
the power to vote and to dispose of 2,900 shares of Class A Common owned by his spouse; (c) shares
as a co-trustee with his son (Matthew M. Rankin) of a trust for the benefit of his son the power to
vote and dispose of 10,587 shares of Class A Common; (d) shares with Rankin Management, Inc. and
the other Reporting Persons the power to vote and dispose of 338,295 shares of Class A Common held
by the Partnership; and (e) shares with the other partners of Rankin IV the power to vote and
dispose of 105,272 shares of Class A Common held by Rankin IV. Collectively, the 512,381 shares of
Class A Common beneficially owned by Mr. Rankin constitute approximately 7.7% of the Class A Common
outstanding as of December 31, 2005.
The eighth paragraph under the heading Item 5. Interest in Securities of the Issuer in the
Filings reporting the beneficial ownership of Class A Common by Claiborne R. Rankin, is hereby
deleted and replaced in its entirety by the following:
Claiborne R. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 35,086 shares of
Class A Common under the Claiborne Rankin Trust; (b) is deemed to share, as trustee, the power to
vote and dispose of 7,500 shares of Class A Common held in trust for the benefit of his son
(Claiborne R. Rankin, Jr.); (c) is deemed to share, as trustee, the power to vote and dispose of
4,850 shares of Class A Common held in trust for the benefit of his daughter (Julia L. Rankin); (d)
is deemed to share, as trustee, the power to vote and dispose of 10,124 shares of Class A Common
held in trust for the benefit of his other daughter (Chloe R. Seelbach); (e) is deemed to share
with his spouse (Chloe O. Rankin) the power to vote and dispose of 6,295 shares of Class A Common
owned by his spouse; (f) shares with Rankin Management, Inc. and the other Reporting Persons the
power to dispose of 338,295 shares of Class A Common held by the Partnership; and (g) shares with
the other partners of Rankin IV the power to vote and dispose of 105,272 shares of Class A Common
held by Rankin IV. Collectively, the 507,422 shares of Class A Common beneficially owned by Mr.
Rankin constitute approximately 7.7% of the Class A Common outstanding as of December 31, 2005.
Chloe R. Seelbachs address is 436 West Roselyn Place, Apartment 3, Chicago, Illinois 60614. She
is a project manager with KLI Learning Corporation. She is a citizen of the United States. To the
knowledge of the Reporting Persons, during the last five years, Chloe R. Seelbach has not been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) and has
not been a party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which she is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
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The ninth paragraph under the heading Item 5. Interest in Securities of the Issuer in the
Filings reporting the beneficial ownership of Class A Common by Roger F. Rankin, is hereby deleted
and replaced in its entirety by the following:
Roger F. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 75,210 shares of Class A
Common under the Roger F. Rankin Trust; (b) is deemed to share with his spouse (Alison A. Rankin)
the power to vote and dispose of 3,015 shares of Class A Common held in trust for his daughter (A.
Farnham Rankin), and 1,128 shares of Class A Common held in trust for another daughter (Elisabeth
M. Rankin) for which his spouse is trustee; (c) is deemed to share with his spouse the power to
vote and dispose of 2,400 shares of Class A Common owned by his spouse; (d) shares with Rankin
Management, Inc. and the other Reporting Persons the power to dispose of 338,295 shares of Class A
Common held by the Partnership; (e) shares with the other partners of Rankin IV the power to vote
and dispose of 105,272 shares of Class A Common held by Rankin IV. Collectively, the 525,320 shares
of Class A Common beneficially owned by Mr. Rankin constitute approximately 7.9% of the Class A
Common outstanding as of December 31, 2005.
The tenth paragraph under the heading Item 5. Interest in Securities of the Issuer in the
Filings reporting the beneficial ownership of Class A Common by Bruce T. Rankin, is hereby deleted
and replaced in its entirety by the following:
Bruce T. Rankin. Mr. Rankin shares with the other Reporting Individuals the power to dispose
of 338,295 shares of Class A Common held by the Partnership. Mr. Rankin also shares with other
partners of Rankin IV the power to dispose of 105,272 shares of Class A Common held by the
Partnership. Collectively, the 443,567 shares of Class A Common held by Mr. Rankin constitute
approximately 6.7% of the Class A Common outstanding as of December 31, 2005.
The eleventh paragraph under the heading Item 5. Interest in Securities of the Issuer in the
Filings reporting the beneficial ownership of Class A Common by John C. Butler, Jr., is hereby
deleted and replaced in its entirety by the following:
John C. Butler, Jr. Mr. Butler (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 12,379
shares of Class A Common held by Mr. Butler, including (i) 6,674 shares of Class A Common held in a
trust created under the Agreement, dated June 17, 1999, creating a revocable trust for the benefit
of Mr. Butler, (ii) 2,800 shares of Class A Common held in his individual retirement account, (iii)
as trustee, 1,530 shares of Class A Common held in a trust for the benefit of his minor daughter
(Clara R. Butler) and (iv) as trustee, 1,375 shares of Class A Common held in a trust for the
benefit of his minor son (Griffith C. Butler); and (c) is deemed to share with his spouse (Helen R.
Butler) the power to vote and dispose of 38,440 shares of Class A Common beneficially owned by his
spouse. Collectively, the 389,114 shares of Class A Common beneficially owned by Mr. Butler
constitute approximately 5.9% of the Class A Common outstanding as of December 31, 2005.
The twelfth paragraph under the heading Item 5. Interest in Securities of the Issuer in the
Filings reporting the beneficial ownership of Class A Common by Matthew M. Rankin, is hereby
deleted and replaced in its entirety by the following:
Matthew M. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 3,500 shares of Class
A Common; (b) as a co-trustee, Mr. Rankin shares with his father (Thomas T. Rankin) the power to
vote and dispose of 10,587 shares of Class A Common held in a trust for the benefit of Mr. Rankin;
and (c) by virtue of the Partnership Interests received as gifts, shares with Rankin Management,
Inc. and the other Reporting Individuals the power to dispose of 338,295 shares of Class A Common
held by the Partnership. Collectively, the 352,382 shares of Class A Common beneficially owned by
Mr. Rankin constitute approximately 5.3% of the Class A Common outstanding as of December 31, 2005.
The thirteenth paragraph thirteen under the heading Item 5. Interest in Securities of the
Issuer in the Filings reporting the beneficial ownership of James T. Rankin is hereby deleted and
replaced in its entirety by the following:
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James T. Rankin. Mr. Rankin (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by the Partnership and (b) has sole power to vote and dispose of
11,461 shares of Class A Common. Collectively, the 349,756 shares of Class A Common beneficially
owned by Mr. Rankin constitute approximately 5.3% of the Class A Common outstanding as of December
31, 2005.
The fourteenth paragraph under the heading Item 5. Interest in Securities of the Issuer in
the Filings reporting the beneficial ownership of Class A Common by Alison A. Rankin, is hereby
deleted and replaced in its entirety by the following:
Alison A. Rankin. Mrs. Rankin (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 2,400
shares of Class A Common; (c) is deemed to share with her spouse (Roger F. Rankin) the power to
vote and dispose of 75,210 shares of Class A Common owned by a revocable trust for the benefit of
her spouse; (d) has the sole power to vote and to dispose of 3,015 shares of Class A Common held in
trust for a daughter (A. Farnham Rankin) and 1,128 shares of Class A Common held in trust for
another daughter (Elizabeth M. Rankin), as trustee under both trusts; and (e) is deemed to share
with her spouse the power to dispose of 105,272 shares of Class A Common held by Rankin IV.
Collectively, the 525,320 shares of Class A Common beneficially owned by Mrs. Rankin constitute
approximately 7.9% of the Class A Common outstanding as of December 31, 2005.
The fifteenth paragraph under the heading Item 5. Interest in Securities of the Issuer in
the Filings reporting the beneficial ownership of Class A Common by Victoire G. Rankin, is hereby
deleted and replaced in its entirety by the following:
Victoire G. Rankin. Mrs. Rankin (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by the Partnership; (b) has the sole power to vote and dispose of
20,284 shares of Class A Common held in a trust created under the Agreement, dated September 28,
2000, creating a trust for the benefit of Mrs. Rankin; (c) is deemed to share with her spouse
(Alfred M. Rankin, Jr.) the power to vote and dispose of 2,000 shares of Class A Common held by a
charitable trust for 20 years and then for the benefit of the grandchildren of Clara L. T. Rankin
because her spouse is a co-trustee of such trust; (d) is deemed to share with her spouse the power
to dispose of 32,800 shares of Class A Common owned by a trust created for the benefit of the
grandchildren of Clara L. T. Rankin because her spouse is trustee of such trust; (e) is deemed to
share with her spouse the power to vote and dispose of 26,608 shares of Class A Common held in
trusts created for the benefit of the grandchildren of Alfred M. Rankin, Sr. because her spouse is
a co-trustee of such trusts; (f) is deemed to share with her spouse the power to vote and dispose
of 38,440 shares of Class A Common owned by a trust created for the benefit of her daughter (Helen
R. Butler) because her spouse is trustee of such trust; (g) is deemed to share with her spouse the
power to vote and dispose of 38,440 shares of Class A Common held in trust for the benefit of
another daughter (Clara R. Williams) because her spouse is trustee of such trust; (h) is deemed to
share with her spouse the power to vote and dispose of 108,073 shares of Class A Common owned by a
revocable trust for the benefit of her spouse, (i) is deemed to share with her spouse the power to
vote and dispose of an additional 14,000 shares of Class A Common held by her spouse in an
individual retirement account; (j) is deemed to share with her spouse the power to vote and dispose
of 30,000 shares of Class A Common held in trust for the benefit of Clara L. T. Rankin because her
spouse is a co-trustee of such trust; (k) is deemed to share with her spouse the power to vote and
dispose of 14,000 shares of Class A Common held in trust for the benefit of Clara L. T. Rankin
because her spouse is trustee of such trust; and (l) is deemed to share with her spouse the power
to dispose of 105,272 shares of Class A Common held by Rankin IV. Collectively, the 768,212 shares
of Class A Common beneficially owned by Mrs. Rankin constitute approximately 11.6% of the Class A
Common outstanding as of December 31, 2005.
The sixteenth paragraph under the heading Item 5. Interest in Securities of the Issuer in
the Filings reporting the beneficial ownership of Class A Common by Corbin K. Rankin, is hereby
deleted and replaced in its entirety by the following:
Corbin K. Rankin. Mrs. Rankin (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by
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the Partnership; (b) has sole power to vote and dispose of 2,900
shares of Class A Common held by Mrs. Rankin; (c) is deemed to share with her spouse (Thomas T.
Rankin) the power to vote and dispose of 55,327 shares of Class A Common owned by a revocable trust
for the benefit of her spouse; (d) is deemed to share with her spouse the power to vote and dispose
of 10,587 shares of Class A Common held by her spouse as a co-trustee of a trust for the benefit of
her son (Matthew M. Rankin); and (e) is deemed to share with her spouse the power to dispose of
105,272 shares of Class A Common held by Rankin IV. Collectively, the 512,381 shares of Class A
Common beneficially owned by Mrs. Rankin constitute approximately 7.7% of the Class A Common
outstanding as of December 31, 2005.
The seventeenth paragraph under the heading Item 5. Interest in Securities of the Issuer in
the Filings reporting the beneficial ownership of Class A Common by Chloe O. Rankin, is hereby
deleted and replaced in its entirety by the following:
Chloe O. Rankin. Mrs. Rankin (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by the Partnership; (b) is deemed to share with her spouse (Claiborne
R. Rankin) the power to vote and dispose of 35,086 shares of Class A Common held by a revocable
trust created for the benefit of her spouse; (c) is deemed to share with her spouse the power to
vote and dispose of 7,500 shares of Class A Common owned by a trust created for the benefit of her
son (Claiborne R. Rankin, Jr.) because her spouse is trustee of such trust; (d) is deemed to share
with her spouse the power to vote and dispose of 4,850 shares of Class A Common held in a trust for
the benefit of her daughter (Julia L. Rankin) because her spouse is trustee of such trust; (e) is
deemed to share with her spouse the power to vote and dispose of 10,124 shares of Class A Common
owned by a trust created for the benefit of her daughter (Chloe R. Seelbach) because her spouse is
trustee of such trust; (f) has the sole power to vote and dispose of 6,295 shares of Class A Common
held in a trust created under the Agreement, dated June 1, 1995, creating a trust for the benefit
of Mrs. Rankin; and (g) is deemed to share with her spouse the power to dispose of 105,272 shares
of Class A Common held by Rankin IV. Collectively, the 507,422 shares of Class A Common
beneficially owned by Mrs. Rankin constitute approximately 7.7% of the Class A Common outstanding
as of December 31, 2005.
The eighteenth paragraph under the heading Item 5. Interest in Securities of the Issuer in
the Filings reporting the beneficial ownership of Class A Common by David B. Williams, is hereby
deleted and replaced in its entirety by the following:
David B. Williams. Mr. Williams (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by the Partnership; (b) has sole power to vote and dispose of 1,375
shares of Class A Common held by Mr. Williams; (c) is deemed to share with his spouse (Clara R.
Williams) the power to vote and dispose of 38,440 shares of Class A Common beneficially owned by
his spouse; and (d) is deemed to share with his spouse the power to vote and dispose of 1,375
shares of Class A Common held by his spouse as custodian for their minor daughter. Collectively,
the 379,485 shares of Class A Common beneficially owned by Mr. Williams constitute approximately
5.7% of the Class A Common outstanding as of December 31, 2005.
The nineteenth paragraph under the heading Item 5. Interest in Securities of the Issuer in
the Filings reporting the beneficial ownership of Class A Common by Clara Rankin Williams, is
hereby deleted and replaced in its entirety by the following:
Clara Rankin Williams. Mrs. Williams (a) by virtue of the Partnership Interests received as
gifts, shares with Rankin Management, Inc. and other Reporting Persons the power to dispose of
338,295 shares of Class A Common held by the Partnership; (b) is deemed to share with her father
(Alfred M. Rankin, Jr.) the power to vote and dispose of 38,440 shares of Class A Common held by a
revocable trust created for her benefit and for which her father is the trustee; (c) has sole power
to vote and dispose of 1,375 shares of Class A Common held by Mrs. Williams, as custodian for her
minor daughter (Margo J. B. Butler); and (d) is deemed to share the power to vote and dispose of
1,375 shares of Class A Common owned by her spouse (David B. Williams). Collectively, the 379,485
shares of Class A Common beneficially owned by Mrs. Williams constitute approximately 5.7% of the
Class A Common outstanding as of December 31, 2005.
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The twenty-second paragraph under the heading Item 5. Interest in Securities of the Issuer
in the Filings reporting the beneficial ownership of Class A Common by Elizabeth B. Rankin is
hereby deleted and replaced in its entirety by the following:
Elizabeth B. Rankin. Mrs. Rankin (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Persons the power to dispose of 338,295
shares of Class A Common held by the Partnership; (b) is deemed to share with her spouse (Matthew
M. Rankin) the power to vote and dispose of 10,587 shares of Class A Common held in a trust for the
benefit of her spouse, for which her spouse is a co-trustee because he resides with her; and (c) is
deemed to share with her spouse the power to vote and dispose of 3,500 shares of Class A Common
owned by her spouse. Collectively, the 352,382 shares of Class A Common beneficially owned by Mrs.
Rankin constitute approximately 5.3% of the Class A Common outstanding as of December 31, 2005.
The twenty-third paragraph under the heading Item 5. Interest in Securities of the Issuer,
in the Filings reporting the beneficial ownership of Class A Common by Claiborne R. Rankin, Jr. is
hereby deleted and replaced in its entirety by the following:
Claiborne R. Rankin, Jr. Mr. Rankin (a) by virtue of the Partnership Interests received as
gifts, shares with Rankin Management, Inc. and other Reporting Individuals the power to dispose of
338,295 shares of Class A Common held by the Partnership; and (b) shares the power to vote and
dispose of 7,500 shares of Class A Common held in a trust created under the Agreement, dated August
25, 2000, for his benefit with his father (Claiborne R. Rankin) as trustee. Collectively, the
345,795 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 5.2% of
the Class A Common outstanding as of December 31, 2005.
The twenty-fourth paragraph under the heading Item 5. Interest in Securities of the Issuer,
in the Filings reporting the beneficial ownership of Class A Common by Helen R. Butler is hereby
deleted and replaced in its entirety by the following:
Helen R. Butler. Mrs. Butler (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Individuals the power to dispose of
338,295 shares of Class A Common held by the Partnership; (b) is deemed to share with her spouse
(John C. Butler) the power to vote and dispose of 12,379 shares of Class A Common held by Mr.
Butler, including (i) 6,674 shares of Class A Common held in a trust created under the Agreement,
dated June 17, 1999, creating a revocable trust for the benefit of Mr. Butler, (ii) 2,800 shares of
Class A Common held in her spouses individual retirement account, (iii) 1,530 shares of Class A
Common held in a trust for the benefit of his minor daughter (Clara R. Butler) for which her spouse
is trustee, and (iv) 1,375 shares of Class A Common held in a trust for the benefit of her minor
son (Griffith C. Butler) for which her spouse is trustee; and (c) is deemed to share the power to
vote and dispose of 38,440 shares of Class A Common held in a trust, created under Agreement, dated
December 29, 1989, with Alfred M. Rankin, Jr. as trustee for the benefit of Mrs. Butler.
Collectively, the 389,114 shares of Class A Common beneficially owned by Mrs. Butler constitute
approximately 5.9% of the Class A Common outstanding as of December 31, 2005.
The twenty-fifth paragraph under the heading Item 5. Interest in Securities of the Issuer,
in the Filings reporting the beneficial ownership of Class A Common by Julia L. Rankin is hereby
deleted and replaced in its entirety by the following:
Julia L. Rankin. Ms. Rankin (a) by virtue of the Partnership Interests received as gifts,
shares with Rankin Management, Inc. and the other Reporting Individuals the power to dispose of
338,295 shares of Class A Common held by the Partnership; and (b) shares the power to vote and
dispose of 4,850 shares of Class A Common held in a Trust created by the Agreement, dated December
21, 2004, for her benefit with her father (Claiborne R. Rankin), as trustee. Collectively, the
343,145 shares of Class A Common beneficially owned by Ms. Rankin constitute approximately 5.2% of
the Class A Common outstanding as of December 31, 2005.
[Signatures begin on the following page.]
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information set forth in this statement is true, complete and correct.
Dated: February 14, 2006
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RANKIN ASSOCIATES II, L.P.
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By: |
Rankin Management, Inc., its Managing Partner
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By: |
/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr., President |
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RANKIN MANAGEMENT, INC.
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By: |
/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr., President |
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REPORTING INDIVIDUALS
Name: Rankin Management, Inc.
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By: |
/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr., President, on behalf of |
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himself, and as:
Attorney-in-Fact for Clara L. T. Rankin*
Attorney-in-Fact for Victoire G. Rankin*
Attorney-in-Fact for Helen R. Butler*
Attorney-in-Fact for Clara L. T. Rankin Williams*
Attorney-in-Fact for Thomas T. Rankin*
Attorney-in-Fact for Matthew M. Rankin*
Attorney-in-Fact for Claiborne R. Rankin*
Attorney-in-Fact for Chloe O. Rankin*
Attorney-in-Fact for Roger F. Rankin*
Attorney-in-Fact for Bruce T. Rankin*
Attorney-in-Fact for Alison A. Rankin*
Attorney-in-Fact for Corbin K. Rankin*
Attorney-in-Fact for John C. Butler, Jr.*
Attorney-in-Fact for James T. Rankin*
Attorney-in-Fact for Claiborne R. Rankin, Jr.*
Attorney-in-Fact for David B. Williams*
Attorney-in-Fact for Scott W. Seelbach*
Attorney-in-Fact for Elizabeth B. Rankin*
Attorney-in-Fact for Thomas P. Rankin*
Attorney-in-Fact for Claiborne R. Rankin, Jr.*
Attorney-in-Fact for Julia L. Rankin* |
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* |
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The power of attorney authorizing the above named individual to
act on behalf of each of the foregoing Reporting Persons is
included in Exhibit 2, at page 16, and Exhibit 4, at pages 25
and 26 of the Schedule 13D, filed February 18, 1998. |